EUTELSAT COMMUNICATIONS. Société anonyme with a share capital of 226,972,338 Euros Registered Office: 70 rue Balard, Paris RCS Paris

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1 EUTELSAT COMMUNICATIONS Société anonyme with a share capital of 226,972,338 Euros Registered Office: 70 rue Balard, Paris RCS Paris ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING OF 5 NOVEMBER 2015 AGENDA AND DRAFT RESOLUTIONS A / Ordinary Resolutions - Approval of the annual reports and financial statements for the financial year ended 30 June 2015 (resolution no.1) - Approval of the reports and consolidated financial statements for the financial year ended 30 June 2015 (resolution no.2) - Approval of the related party agreements governed by Article L of the Commercial Code (resolution no.3) - Earnings appropriation for the financial year ended 30 June 2015 (resolution no. 4) - Option for the payment of dividend in shares (resolution no. 5) - Renewal of Mr. Lord John Birt s term of office as a director (resolution no. 6) - Appointment of Mr. Jean d Arthuys as a director (resolution no. 7) - Appointment of Mrs. Ana Garcia Fau as a director (resolution no. 8) - Renewal of Ernst & Young et Autres as principal statutory auditor (resolution no. 9) - Renewal of Auditex as substitute statutory auditor (resolution no. 10) - Consultation on the individual remuneration items of Mr. Michel de Rosen as Chairman and Chief Executive Officer (resolution no. 11) - Consultation on the individual remuneration items of Mr. Michel Azibert as Deputy Chief Executive Officer (resolution no. 12) - Authorization to be granted to the Board of Directors to purchase the Company s own shares (resolution no. 13) B / Extraordinary Resolutions - Authorization granted to the Board of Directors to reduce the share capital through the cancellation of shares acquired by the Company in connection with its share buy-back programme (resolution no. 14) - Delegation of authority to the Board of Directors to increase the share capital by capitalization of reserves, profits, premiums or other monies the capitalization of which is permitted (resolution no. 15) - Delegation of authority to the Board of Directors to issue common shares and/or securities conferring access to common shares of the Company, immediately or in the future, subject to the preferential subscription right of the shareholders (resolution no. 16) - Delegation of authority to the Board of Directors to issue common shares and/or securities conferring access to common shares of the Company, immediately or in the future, with cancellation of the preferential subscription right of the shareholders, as part of a public offering (resolution no. 17) - Delegation of authority to the Board of Directors to issue common shares and/or securities conferring access to common shares of the Company, immediately or in the future, with cancellation of the preferential subscription right of the shareholders, as part of a private placement as contemplated in II of Article L of the Monetary and Financial Code (resolution no. 8 1/27

2 - Authorization given to the Board of Directors, in the event of an issue without preferential subscription rights, to set the issue price in accordance with the terms determined by the General Shareholders Meeting, up to 10% of the share capital per year (resolution no. 19) - Authorization given to the Board of Directors to increase the number of securities to be issued in the event of a share capital increase with or without preferential subscription rights, decided pursuant to resolutions nos. 16 to 18 (resolution no. 20) - Delegation of authority to the Board of Directors to issue common shares and/or securities conferring access to common shares of the Company, immediately or in the future, with cancellation of the preferential subscription right of the shareholders in the event of an exchange offer initiated by the Company (resolution no. 21) - Delegation of power to the Board of Directors to increase the share capital through the issue of common shares and/or securities conferring access to common shares of the Company, immediately or in the future, with cancellation of the preferential subscription right of the shareholders as consideration for contributions-in-kind, up to 10% of the share capital of the Company, not including the case of an exchange offer initiated by the Company (resolution no. 22) - Delegation of authority to the Board of Directors to issue common shares with cancellation of the preferential subscription right of the shareholders further to the issue, by the Company s subsidiaries, of securities conferring access to common shares of the Company, immediately or in the future (resolution no. 23) - Delegation of authority to the Board of Directors to increase the share capital through the issue of common shares and/or securities conferring access to the share capital of the Company with cancellation of the preferential subscription right of the shareholders reserved for the members of the Company or Group savings plan (resolution no. 24) - Authorization given to the Board of Directors to grant bonus Company shares to the eligible employees and corporate officers of the Company or of its Group (resolution no. 25) - Powers to carry out formalities (resolution no. 26) * * *

3 The text of the draft resolutions presented by the Board of Directors attached to this agenda is presented below: DRAFT RESOLUTIONS PRESENTED BY THE BOARD OF DIRECTORS RESOLUTIONS TO BE VOTED UPON BY THE ORDINARY SHAREHOLDERS MEETING Resolution no. 1 - Approval of the annual reports and financial statements for the financial year ended 30 June 2015 conditions for ordinary meetings of shareholders, having read the management report of the Board of Directors for the financial year ended on 30 June 2015, the report of the Chairman of the Board issued in accordance with Article L of the Commercial Code, the annual financial statements and the report of the Statutory auditors on the annual financial statements for the financial year ended 30 June 2015: Approves the annual financial statements for the financial year ended 30 June 2015, which show a profit of 259,067, Euros, as presented to it as well as the transactions reflected in said financial statements and summarized in said reports, Approves the aggregate amount of non-deductible expenses and charges referred to in Article 39-4 of the General Tax Code, totalling 8,250 Euros, and the related corporate income tax charge amount of 3,135 Euros. Resolution no. 2 - Approval of the reports and consolidated financial statements for the financial year ended 30 June 2015 conditions for ordinary meetings of shareholders, having read the management report of the Board of Directors, the consolidated financial statements as well as the report of the Statutory auditors on the consolidated financial statements for the financial year ended 30 June 2015, approves the consolidated financial statements for the financial year ended 30 June 2015, as presented to it, which show a consolidated net income of thousand Euros, as well as the transactions reflected in said financial statements and summarized in said reports Resolution no. 3 - Approval of the related agreements referred to in Article L of the Commercial Code conditions for ordinary meetings of shareholders, having read the special report of the Statutory auditors on the agreements governed by Article L et seq. of the Commercial Code, acknowledges the conclusions of said report, the absence of any new agreement entered into during the financial year ended 30 June 2015 and not already submitted to the vote of the General Shareholders Meeting, and the agreements approved by the General Shareholders Meeting in the past, which have continued during the financial year ended 30 June Resolution no. 4 - Earnings appropriation for the financial year ended 30 June 2015 conditions for ordinary meetings of shareholders, at the proposal of the Board of Directors, appropriates the profit for the financial year ended 30 June 2015, which stands at 259,067, Euros, as a dividend distribution of 1.09 Euro per share, i.e. an amount of 247,399, Euros on

4 the basis of the number of shares as of 30 June 2015 including treasury shares held by the Company and that do not carry dividend rights, the remaining amount of 11,667, Euros being recorded in Retained earnings ; the amount of Retained earnings after the appropriation shall stand at 828,323, Euros. The dividend shall be paid out on 10 December 2015, it being said that if the Company holds treasury shares on the dividend payment date, the portion of the profit corresponding to the dividend that cannot be distributed because of such shares shall be appropriated to Retained earnings. The amount distributed of 1.09 Euro per share, shall be eligible for the 40% tax reduction for individuals whose tax residence is in France, as provided under Article of the General Tax Code. In accordance with legal provisions, and as mentioned in the management report, the General Shareholders Meeting acknowledges the following dividend distributions over the last three (3) financial years: Income eligible for tax reduction Income not eligible for the 40% (in Euros) tax reduction* Other distributed Dividend (in Euros) income ,113, (i.e. 1,00 per share) ,723, (i.e. 1.08, per share) ,717, (i.e per share) - - * Reduction provided by Article of the General Tax Code Resolution no. 5 Option for the payment of dividend in shares conditions for ordinary meetings of shareholders, after finding that the share capital is paid up in full, at the proposal of the Board of Directors, in accordance with Articles L et seq. of the Commercial Code and article 24 of the articles of association, resolves that the payment of the fully amount of the dividend referred to in resolution no.4, i.e Euro per share, may be paid out in cash or in new shares of the Company, at the option of the shareholder. Shareholders must exercise this option between 16 and 30 November 2015 inclusive. If a shareholder fails to exercise the option within the requisite time period, the dividend shall be paid to the shareholder in cash only, as from 10 December The issue price of the new shares to be delivered as dividend payment shall be equal to 90% of the average opening share price quoted over the twenty (20) trading days preceding the date of this General Shareholders Meeting, less the net dividend amount. If applicable, the price shall be rounded up to the nearest eurocent. The shares due to the shareholders who opt for a dividend payment in shares shall be delivered on the same date as the payment of the dividend in cash, i.e. on 10 December The new shares shall carry dividend rights as from 1 July 2015 and shall be fully assimilated to the existing shares. If the dividend amount in respect of which the option is exercised is not equal to a round number of shares, the shareholder shall receive the nearest lower whole number of shares, plus a cash adjustment. The General Shareholders Meeting grants the Board of Directors full powers to implement or subdelegate the implementation of this decision in accordance with the provisions of the law, and in

5 particular to set the issue price of the shares issued as described above, to take all measures and to carry out all transactions related or subsequent to the exercise of the option, to acknowledge the number of shares issued and the related share capital increase, as the case may be, to charge the cost of such share capital increase to the corresponding premium amount and to deduct from such amount the sums required to raise the legal reserve to one-tenth of the new capital, to amend the articles of association accordingly and to proceed with any and all legal publicity formalities, and generally to undertake any and all useful or necessary actions. Resolution no. 6 Renewal of the functions of Lord John Birt as a director conditions for ordinary meetings of shareholders, having read the report of the Board of Directors, renews Lord John Birt s office as a director for a term of four (4) years, i.e. until the end of the Annual Ordinary General Shareholders Meeting held to examine the accounts for the financial year ending 30 June Resolution no. 7 Renewal of the functions of Mr. Jean d Arthuys as a director conditions for ordinary meetings of shareholders, having read the report of the Board of Directors, appoints Mr. Jean d Arthuys as a director, with effect as of the first meeting of the Board of Directors following this General Shareholders Meeting, for a term of four (4) years, i.e. until the end of the Annual Ordinary General Shareholders Meeting held to examine the accounts for the financial year ending 30 June Resolution no. 8 Appointment of Mrs. Ana Garcia Fau as a director conditions for ordinary meetings of shareholders, having read the report of the Board of Directors, appoints Mrs. Ana Garcia Fau as a director for a term of four (4) years, i.e. until the end of the Annual Ordinary General Shareholders Meeting held to examine the accounts for the financial year ending 30 June Resolution no. 9 Renewal of Ernst & Young et Autres as principal statutory auditor conditions for ordinary meetings of shareholders, having read the report of the Board of Directors, renews the office of Ernst & Young et Autres, whose registered office is located 1/2 place des Saisons, Courbevoie Paris La Défense 1, as principal statutory auditor, for a term of six (6) financial years, i.e. until the end of the Annual Ordinary General Shareholders Meeting held to examine the accounts for the financial year ending 30 June Resolution no Renewal of the term of office of Auditex as substitute statutory auditor conditions for ordinary meetings of shareholders, having read the report of the Board of Directors, renews the office of Auditex, whose registered office is located Tour Ernst & Young Faubourg de l Arche, Paris La Défense Cedex, as substitute statutory auditor, for a term of six (6) financial years, i.e. until the end of the Annual Ordinary General Shareholders Meeting held to examine the accounts for the financial year ending 30 June 2021.

6 Resolution no. 11 Consultation on the individual remuneration items of Mr. Michel de Rosen as Chairman and Chief Executive Officer conditions for ordinary meetings of shareholders, consulted pursuant to the recommendation set forth in paragraph 24.3 of the AFEP-MEDEF Code of corporate governance for listed companies dated as of June 2013 (the AFEP-MEDEF Code ), which is the reference code designated by the Company pursuant to Article L of the Commercial code, expresses a favourable opinion on the items of remuneration due or allocated to Mr. Michel de Rosen in respect of the financial year ended on 30 June 2015, as described in the report of the Board of Directors on the draft resolution presented to the General Shareholders Meeting for approval. Resolution no. 12 Consultation on the individual remuneration items of Mr. Michel Azibert as Deputy Chief Executive Officer conditions for ordinary meetings of shareholders, consulted pursuant to the recommendation set forth in paragraph 24.3 of the AFEP-MEDEF Code, which is the reference code designated by the Company pursuant to Article L of the Commercial code, expresses a favourable opinion on the items of remuneration due or allocated to Mr. Michel Azibert in respect of the financial year ended on 30 June 2015, as described in the report of the Board of Directors on the draft resolution presented to the General Shareholders Meeting for approval. Resolution no. 13 Authorization to be granted to the Board of Directors to purchase the Company s own shares conditions for ordinary meetings of shareholders, having read the report of the Board of Directors and resolving in accordance with (i) the applicable provisions of the law, in particular the provisions of Articles L et seq. of the Commercial Code, (ii) the General Regulation of the Autorité des marchés financiers ( AMF ) and the market practices accepted by the AMF and (iii) Commission Regulation (EC) no. 2273/2003 of 22 December 2003: 1 Terminates the unused portion of the authorization granted by the General Shareholders Meeting of 7 November 2014 pursuant to its 10 th resolution with immediate effect; 2 Authorizes the Board of Directors, with the option to sub-delegate such authority in accordance with the provisions of the laws and regulations, to purchase or cause to be purchased shares of the Company up to a maximum of 10% of the total number of shares comprising the share capital (adjusted, if applicable, in order to take account of any share capital increases or reductions carried out during the programme), in accordance with the conditions set forth in Articles L et seq. of the Commercial Code, the General Regulation of the AMF, Commission Regulation (EC) no. 2273/2003 of 22 December 2003, and in particular: The maximum purchase price per share shall not exceed 50 Euros (excluding purchasing fees). In the event of a transaction resulting in either an increase of the par value of the shares, or in the creation and free allotment of shares, or in the event of a stock split or reverse stock split or any other transaction in relation to the shareholders equity, the Board of Directors shall be authorized to adjust the aforementioned purchase price in order to take account of the relevant transaction on the value of the shares, The maximum amount of funds allocated to the purchase of shares pursuant to this resolution shall not exceed 400 million Euros, The number of shares purchased by the Company pursuant to this resolution shall not in any event result in the Company holding more than 10% of the shares comprising the share capital of the Company, directly or indirectly;

7 The acquisition, sale, exchange or transfer of these shares may be effected (i) at any time, excluding during a public offer period even if the offer is a cash-only offer on the shares of the Company, (ii) in accordance with the conditions and limits, particularly with respect to volumes and prices, stipulated by applicable laws and regulations on the date of the relevant transactions, (iii) by any means, on the market or by private agreement, including through the purchase or sale of blocks of shares, through optional mechanisms such as the sale or purchase of call options or put options, derivative financial instruments traded on a regulated market or over-the-counter, or warrants or securities giving access to the share capital of the Company in accordance with the conditions stipulated by the stock market authorities, in accordance with applicable laws and regulations and at times deemed appropriate by the Board of Directors or the person acting pursuant to a delegation granted by the Board of Directors, The shares bought back and held by the Company shall be deprived of voting rights and shall not carry dividend rights. 3 Resolves that the aforementioned share purchases may be carried out with a view to: Purchasing Company shares for the purpose of holding and subsequently remitting them as payment or exchange consideration in connection with potential external growth, merger, demerger or contribution transactions, in compliance with the market practices accepted by the AMF, within the limit of 5% of its share capital provided by Article L paragraph 6 of the Commercial Code; Purchasing or selling shares with a view to ensuring secondary market activity or the liquidity of the Company share under a liquidity contract with an investment services provider that complies with the good practices charter recognized by the AMF; Holding shares and, where applicable, subsequently remitting them upon the exercise of rights attached to securities giving immediate or deferred access, by any means, to shares of the Company through redemption, conversion, exchange, presentation of a warrant or in any other manner, and to perform any hedging transactions in respect of the commitments of the Company (or of any of its subsidiaries) attached to these securities, in accordance with the conditions provided by the stock market authorities and at times deemed appropriate by the Board of Directors or the person acting pursuant to a delegation granted by the Board of Directors; Allotting or selling Company shares to employees or corporate officers of the Company or of companies or groups related to it within the meaning of applicable laws and regulations, in accordance with the terms and conditions laid down by law, in connection with, inter alia, (i) free allotments of shares in accordance with the provisions of Articles L et seq. of the Commercial Code, (ii) profit-sharing schemes, (iii) the grant of stock options granted in accordance with the provisions of Articles L et seq. of the Commercial Code or (iv) any employee savings plan; cancelling some or all of the purchased shares and implementing the resulting reduction in the share capital, subject to the authorization of the Extraordinary General Shareholders Meeting and in accordance with the terms of such authorization or of any subsequent authorization; implementing any market practices admitted by the AMF in the future, and more generally carrying out any transaction that complies with applicable law; 4 Grants full powers to the Board of Directors, with the option to sub-delegate such powers in accordance with the provisions of the laws and regulations, to implement this authorization and in particular to place all on-market or off-market orders, allocate or reallocate the shares purchased to the various objectives pursued, in accordance with applicable laws and regulations, enter into any agreements, draw up and amend any documents in particular with

8 a view to keeping registers of share purchases and sales, draw up any documents, make all declarations and formalities to the AMF and to any other authority, carry out all formalities and, in general, do whatever may be necessary, 5 Acknowledges that the Board of Directors shall report on the transactions carried out by virtue of this authorization in its report to the Annual Ordinary General Shareholders Meeting; 6 Resolves that this authorization is granted to the Board of Directors for a maximum period of eighteen (18) months as from the date of this General Shareholders Meeting. RESOLUTIONS TO BE VOTED UPON BY THE EXRAORDINARY SHAREHOLDERS MEETING Resolution no Authorization granted to the Board of Directors to reduce the share capital through the cancellation of shares acquired by the Company in connection with its buy-back programme conditions for extraordinary meetings of shareholders, having read the report of the Board of Directors and the special report of the Statutory auditors and voting in accordance with the applicable legal provisions, in particular the provisions of Article L of the Commercial Code: 1 Terminates the unused portion of the authorization granted by the General Shareholders Meeting of 7 November 2014 pursuant to its 11 th resolution, with immediate effect; 2 Authorizes the Board of Directors, with the option to sub-delegate such authority in accordance with the provisions of the laws and regulations, to reduce the share capital by cancelling all or a part of the shares of the Company held by the Company in connection with the buy back-programme authorized pursuant to resolution no. 13 of this General Shareholders Meeting or with any other buy-back programmes authorized prior or subsequent to this General Shareholders Meeting, on one or several occasions, up to 10% of the share capital of the Company (as adjusted, if applicable, to take account of transactions having an impact on the share capital carried out after the date of this General Shareholders Meeting) in any given 24-month period; 3 Resolves that the excess amount of the common share purchase price as compared to their nominal value shall be allocated to the Share Premium account or to any available reserve account; 4 Grants full powers to the Board of Directors to proceed with the share capital reduction resulting from the cancellation of the shares and the aforementioned allocation, in particular to decide the final amount and determine the terms of the share capital reduction, to acknowledge the completion of the share capital reduction and to amend the articles of association accordingly; 5 Grants full powers to the Board of Directors, with the option to sub-delegate such powers in accordance with the provisions of the laws and regulations, to carry out all formalities, take all steps and make all declarations to the AMF and to any other authority, carry out all formalities and, in general, do whatever may be necessary; 6 Acknowledges that, in the event that the Board of Directors should make use of this authorization, the Board shall report to the next Annual Ordinary General Shareholders Meeting on the transactions carried out pursuant to this authorization, in accordance with applicable laws and regulations; 7 Resolves that this authorization is granted to the Board of Directors for a maximum period of eighteen (18) months, starting from the date of this General Shareholders Meeting.

9 Resolution no Delegation of authority to the Board of Directors to increase the share capital by capitalization of reserves, profits, premiums or other monies the capitalization of which is permitted conditions for ordinary meetings of shareholders, having read the report of the Board of Directors, having acknowledged that the share capital has been fully paid-up, and deciding in accordance with the applicable provisions of the law, particularly the provisions of Articles L and L of the Commercial Code: 1 Terminates the unused portion of the delegation granted by the General Shareholders Meeting of 7 November 2013 pursuant to its 11 th resolution, with immediate effect; 2 Delegates its authority to the Board of Directors, with the power to sub-delegate such authority in accordance with the provisions of the laws and regulations, to decide to increase the share capital, on one or more occasions at such times and on such terms as it shall determine and in such proportions as it shall deem fit, by capitalizing reserves, profits, premiums or any other monies for which this is allowable under general law and the Company articles of association, in the form of a free allotment of shares or an increase in the par value of the existing shares, or a combination of both; 3 Decides that the nominal amount of the share capital increase resulting from all issues carried out pursuant to this delegation, immediately or in the future, may not exceed 44 million Euros, it being specified that such amount is unrelated to and separate from the Overall Maximum Share Capital Increase Amount referred to and defined in resolution no. 16. It is specified that such amount shall be supplemented, as the case may be, by the nominal amount of the additional shares to be issued in order to maintain the rights of the holders or securities or other rights conferring access to the share capital, in accordance with the provisions of the applicable laws and regulations and, as the case may be, any contractual provisions providing for other cases of adjustment; 4 Grants the Board of Directors full powers, with the power to sub-delegate such powers in accordance with the provisions of the laws and regulations, to implement this delegation, and in particular: to determine the terms and conditions of the authorized transactions, and in particular to determine the amount and nature of the reserves and premium amounts to be capitalized, to determine the number of new shares to be issued in Euros, or the nominal amount by which the amount of existing shares shall be increased, the date, which may be retroactive, as of which the new shares shall carry dividend rights or the effective date of the increase in the nominal value of the shares and, as the case may be, to charge any and all amounts to the issue premiums, including the expenses association with the completion of the issues, to decide, in accordance with the provisions of Article L of the Commercial Code, that the rights forming fractional shares shall not be negotiable or transferable and that the corresponding securities shall be sold, with the amounts resulting from the sale to be allotted to the holders of the rights in accordance with the provisions of the laws and regulations; to take all measures in order to protect the rights of the holders of securities conferring access to the share capital of the Company, in accordance with the provisions of the laws and regulations, and with any contractual provisions; and to take all measures required for the completion of the issues and, as the case may be, to suspend any issues, to enter into any agreements and, in general, to take all necessary steps to ensure the proper completion of the proposed issues, to acknowledge the share

10 capital increase(s) resulting from any issue carried out pursuant to this delegation and to amend the articles of association accordingly; 5 Acknowledges that the Board of Directors, in the event that it should make use of this delegation, shall report on the transactions completed pursuant to such delegation to the next General Shareholders Meeting, in accordance with applicable laws and regulations; 6 Decides that this delegation is granted for a maximum period of twenty-six (26) months as from the date of this General Shareholders Meeting. Resolution no Delegation of authority to the Board of Directors to issue common shares and/or securities conferring access to common shares of the Company, immediately or in the future, subject to the preferential subscription right of the shareholders conditions for extraordinary meetings of shareholders, having read the report of the Board of Directors and the special report of the Statutory Auditors, having acknowledged that the share capital has been fully paid-up, and deciding in accordance with the applicable provisions of the law, particularly the provisions of Articles L , L to L , L and L of the Commercial Code: 1 Terminates the unused portion of the delegation granted by the General Shareholders Meeting of 7 November 2013 pursuant to its 12 th resolution, with immediate effect; 2 Delegates its authority to the Board of Directors, with the power to sub-delegate such authority in accordance with the provisions of the laws and regulations, to decide to issue common shares of the Company and/or securities conferring access by any means, immediately and/or in the future, at any time or on a given date, to newly-issued common shares of the Company, on one or more occasions and at such times as it shall determine and in such proportions as it shall deem fit, in France and/or abroad, subject to the shareholders preferential subscription right, to be subscribed to in cash, or by capitalization of receivables; the shares to be issued shall confer the same rights as the existing shares, subject to their dividend entitlement date; 3 Decides that issues of preferred shares and securities conferring access to preferred shares are expressly excluded from the scope of this delegation; 4 Decides that the nominal amount of the share capital increases resulting from issues carried out pursuant to this delegation, immediately or in the future, may not exceed a maximum nominal amount of 44 million Euros, and shall be deducted from the overall maximum nominal amount of all share capital increases resulting from this resolution and from resolutions nos. 17 and 18, 21 to 24 submitted to this General Shareholders Meeting, which totals and may not exceed 44 million Euros (the Overall Maximum Share Capital Increase Amount ). It is specified that each of the two aforementioned amounts shall be supplemented, as the case may be, by the nominal amount of the additional shares to be issued in order to maintain the rights of the holders or securities or other rights conferring access to the share capital, in accordance with the provisions of the applicable laws and regulations and, as the case may be, any contractual provisions providing for other cases of adjustment; 5 Decides that the securities conferring access to the share capital of the Company issued pursuant to this resolution may, inter alia, consist in share warrants or debt securities or be attached to issues of warrants or debts securities, or permit the issue of the same as interim securities; they may take the form of subordinated or unsubordinated securities with a fixed or indefinite term, and may be issued in Euros, or in currencies or monetary units established by reference to several currencies; the nominal amount of any debt securities issued pursuant to this delegation may not exceed a maximum nominal amount of one (1) billion Euros or their equivalent value in Euros on their issue decision date, and shall be deducted from the overall maximum nominal amount of all debt securities issued pursuant to this resolution and to resolutions no 17 and 18 and 21 and 22 submitted to this General Shareholders Meeting,

11 which totals and may not exceed one (1) billion Euros (the Overall Maximum Debt Securities Issue Amount ); it is independent of the amount of debt securities issues decided or authorized by the Board of Directors in accordance with Articles L , L last paragraph and L last paragraph of the Commercial Code or in accordance with the terms of Article L A of the Commercial Code; 6 Decides to authorize the Board of Directors to take all measures required to protect the rights of the holders of securities conferring access to the share capital and of other rights conferring access to the outstanding share capital on the date of implementation of this delegation 7 Acknowledges that the shareholders shall be entitled, in accordance with the provisions of the law, to exercise their preferential right to subscribe to any common shares of the Company and securities conferring access to the share capital of the Company issued pursuant to this resolution no. 12 on an irreducible basis; the Board of Directors may in addition grant the shareholders of the Company a preferential right to subscribe to any excess securities on a reducible basis, which the shareholders may exercise in proportion to the subscription rights they hold and in any event up the amounts stated in their requests; 8 Acknowledges that if the irreducible and, as the case may be, reducible subscriptions do not take up the full amount of an issue of common shares of the Company or of securities conferring access to the share capital of the Company, the Board of Directors may elect to use one or more of the following options, in any order it deems appropriate: limit the amount of the issue to the number of subscriptions, provided that the same amounts to at least three quarters of the issue decided, freely allocate all or a part of the unsubscribed securities, offer all or a part of the unsubscribed securities to the public, on the French market or abroad, or offer such securities by means of a private placement in or outside France; 9 Acknowledges that, in accordance with the provisions of Article L of the Commercial Code, this delegation shall automatically act as a waiver by the shareholders of the Company of their preferential right to subscribe to the common shares conferred by virtue of any securities issued on the basis of this delegation, in favor of the holders of securities issued pursuant to this resolution; 10 Decides that the issues of Company share warrants may be carried out by means of a subscription offer or by means of a free allotment to the holders of existing shares, and that in the event of a free allotment of share warrants, the Board of Directors shall be entitled to decide that the fractional allotment rights shall not be negotiable and that the related securities shall be sold; 11 Decides that the price of the securities conferring access to the share capital of the Company shall be such that the amount immediately received plus, as the case may be, any amount subsequently received, is at least equal, for each common share of the Company issued pursuant to this delegation, to the nominal value of the common share of the Company on the date of issue of such securities; 12 Grants full powers to the Board of Directors, with the power to sub-delegate such powers in accordance with the provisions of the laws and regulations, to implement this delegation and in particular: to determine the amounts, dates and terms of the issues as well as the form and features of the securities to be created, to determine the price and terms of issue, the terms of access to the share capital of the Company (in particular, the Board of Directors may decide to issue securities conferring access to existing or newly-issued shares, immediately or in the future), to set the

12 amounts to be issued in Euros, in foreign currencies or in account units determined by reference to several currencies, as the case may be, in accordance with applicable laws, in the event of an issue of debt securities, to decide whether such securities will be subordinated or unsubordinated, to determine their interest rates (fixed and/or variable or with capitalization), the issue currency, their term, the redemption price (fixed or variable, with or without premium), the terms and conditions of redemption of the securities depending on market conditions and the terms and conditions under which such securities shall confer access to Company shares, it being specified that such securities may in addition be repurchased on the market or be the subject of a purchase or exchange offer by the Company, to determine the dividend entitlement date of the securities to be issued, with or without retroactive effect, and, as the case may be, the buy-back terms of the securities, to suspend, as the case may be, the exercise of the share allotment rights attached to the existing securities, for a period not to exceed three (3) months, to determine the terms for the protection, as the case may be, of the rights of the holders or securities or other rights conferring access to the share capital, in accordance with the provisions of the laws and regulations and, as the case may be, any contractual provisions providing for other cases of adjustment; as the case may be, to charge any and all expenses against the relevant premiums, particularly the expenses associated with the completion of the issues; to take all measures required for the completion of the issues and, as the case may be, to suspend any issues, to enter into any agreements and, in general, to take all necessary steps to ensure the proper completion of the proposed issues, to acknowledge the share capital increase(s) resulting from any issue carried out pursuant to this delegation and to amend the articles of association accordingly; 13 Acknowledges that the Board of Directors, in the event that it should make use of this delegation, shall report on the transactions completed pursuant to such delegation to the next Ordinary Meeting of Shareholders, in accordance with applicable laws and regulations; 14 Decides that this delegation is granted to the Board of Directors for a maximum period of twenty-six (26) months as from the date of this General Shareholders Meeting. 15 Decides that the Board of Directors may not, without the prior authorization of the General Shareholders Meeting, use this delegation of authority following the filing by a third party of a proposed public takeover offer for the Company s securities, until the end of the offer period. Resolution no Delegation of authority to the Board of Directors to issue common shares and/or securities conferring access to common shares of the Company, immediately or in the future, with cancellation of the preferential subscription right of the shareholders, in connection with a public offering conditions for extraordinary meetings of shareholders, having read the report of the Board of Directors and the special report of the Statutory Auditors, having acknowledged that the share capital has been fully paid-up, and deciding in accordance with the applicable provisions of the law, particularly the provisions of Articles L , L , L , L and L of the Commercial Code: 1 Terminates the unused portion of the delegation granted by the General Shareholders Meeting of 7 November 2013 pursuant to its 13 th resolution, with immediate effect;

13 2 Delegates its authority to the Board of Directors, with the power to sub-delegate such authority in accordance with the provisions of the laws and regulations, to decide to issue common shares of the Company and/or securities conferring access by any means, immediately and/or in the future, at any time or on a given date, to newly-issued common shares of the Company, by means of a public offering, on one or more occasions and at such times as it shall determine and in such proportions as it shall deem fit, in France and/or abroad, with cancellation of the shareholders preferential subscription right, to be subscribed to in cash, or by capitalization of receivables; the shares to be issued shall confer the same rights as the existing shares, subject to their dividend entitlement date; 3 Decides that issues of preferred shares and securities conferring access to preferred shares are expressly excluded from the scope of this delegation; 4 Decides that the nominal amount of the share capital increases resulting from issues carried out pursuant to this delegation, immediately or in the future, may not exceed a maximum nominal amount of 22 million Euros, shall be deducted from the sub-maximum nominal amount of share capital increases with cancellation of the preferential subscription right carried out under this resolution, and resolutions no. 18 and 21 to 24 submitted to this General Shareholders Meeting, which stands at and may not exceed 22 million Euros (the Submaximum Amount of Share Capital Increases with Cancellation of the Preferential Subscription Right ) and shall be deducted from the Overall Maximum Share Capital Increase Amount. It is specified that such amounts shall be supplemented, as the case may be, by the nominal amount of the additional shares to be issued in order to maintain the rights of the holders or securities or other rights conferring access to the share capital, in accordance with the provisions of the applicable laws and regulations and, as the case may be, any contractual provisions providing for other cases of adjustment; 5 Decides that the securities conferring access to the share capital of the Company issued pursuant to this resolution may, inter alia, consist in share warrants or debt securities or be attached to issues of warrants or debts securities, or permit the issue of the same as interim securities; they may take the form of subordinated or unsubordinated securities with a fixed or indefinite term, and may be issued in Euros, or in currencies or monetary units established by reference to several currencies; the nominal amount of any debt securities issued pursuant to this delegation may not exceed a maximum nominal amount of one (1) billion Euros or their equivalent value in Euros on their issue decision date, and shall be deducted from the Overall Maximum Debt Securities Issue Amount; it is independent of the amount of debt securities issues decided or authorized by the Board of Directors in accordance with Articles L , L last paragraph and L last paragraph of the Commercial Code or in accordance with the terms of Article L A of the Commercial Code; 6 Decides to cancel the shareholders preferential right to subscribe to the common shares of the Company and to the securities conferring access to the share capital of the Company issued pursuant to this resolution, and to offer such securities as part of a public offering; the Board of Directors shall however be entitled, in accordance with the provisions of the laws and regulations, to grant the Company shareholders an irreducible priority right and, as the case may be, a reducible priority right, to subscribe to all or a part of the issue, during such period and on such terms as it shall determine, and which shall be exercised in proportion to the number of common shares of the Company held by each common shareholder of the Company; such priority right shall not give rise to the creation of negotiable rights; 7 Acknowledges that if the subscriptions do not take up the full amount of an issue of common shares of the Company or of securities conferring access to the share capital of the Company, the Board of Directors may elect to use one or more of the following options, in any order it deems appropriate: limit the amount of the issue to the number of subscriptions, provided that the same amounts to at least three quarters of the issue decided, freely allocate all or a part of the unsubscribed securities,

14 offer all or a part of the unsubscribed securities to the public; 8 Acknowledges that this delegation shall automatically act as a waiver by the shareholders of the Company of their preferential right to subscribe to the common shares conferred by virtue of any securities issued on the basis of this delegation; 9 Decides that: the price of the common shares of the Company shall be at least equal to the minimum amount provided under the laws and regulations in force at the time of implementation of this delegation, as adjusted, as the case may be, to take account of the difference in dividend entitlement date, the price of the securities conferring access to the share capital of the Company shall be such that the amount immediately received plus, as the case may be, any amount subsequently received, is at least equal, for each common share of the Company issued as a result of the issue of such securities, to the minimum price defined in the preceding paragraph, as adjusted, as the case may be, to take account of the difference in dividend entitlement date; 10 Acknowledges that the issue(s) authorized by this resolution may be decided simultaneously with one or more issue(s) decided pursuant to resolution no. 18; 11 Grants full powers to the Board of Directors, with the power to sub-delegate such powers in accordance with the provisions of the laws and regulations, to implement this delegation and in particular: to determine the amounts, dates and terms of the issues as well as the form and features of the securities to be created, to determine the price and terms of issue, the terms of access to the share capital of the Company (in particular, the Board of Directors may decide to issue securities conferring access to existing and/or newly-issued shares of the Company), to set the amounts to be issued in Euros, in foreign currencies or in account units determined by reference to several currencies, as the case may be, in accordance with applicable laws, in the event of an issue of debt securities, to decide whether such securities shall be subordinated or unsubordinated, to determine their interest rates (fixed and/or variable or with capitalization), the issue currency, their term, the redemption price (fixed or variable, with or without premium), the terms and conditions of redemption of the securities depending on market conditions and the terms and conditions under which such securities shall confer access to Company shares, it being specified that such securities may in addition be repurchased on the market or be the subject of a purchase or exchange offer by the Company, to determine the dividend entitlement date of the securities to be issued, with or without retroactive effect, and, as the case may be, the buy-back terms of the securities, to suspend, as the case may be, the exercise of the share allotment rights attached to the existing securities, for a period not to exceed three (3) months, to determine the terms for the protection, as the case may be, of the rights of the holders or securities or other rights conferring access to the share capital, in accordance with the provisions of the laws and regulations and, as the case may be, any contractual provisions providing for other cases of adjustment; as the case may be, to charge any and all expenses against the relevant premiums, particularly the expenses associated with the completion of the issues;

15 to take all measures required for the completion of the issues and, as the case may be, to suspend any issues, to enter into any agreements and, in general, to take all necessary steps to ensure the proper completion of the proposed issues, to acknowledge the share capital increase(s) resulting from any issue carried out pursuant to this delegation and to amend the articles of association accordingly; 12 Acknowledges that the Board of Directors, in the event that it should make use of this delegation, shall report on the transactions completed pursuant to such delegation to the next Ordinary Meeting of Shareholders, in accordance with applicable laws and regulations; 13 Decides that this delegation is granted to the Board of Directors for a period of twenty-six (26) months as from the date of this General Shareholders Meeting. 14 Decides that the Board of Directors may not, without the prior authorization of the General Shareholders Meeting, use this delegation of authority following the filing by a third party of a proposed public takeover offer for the Company s securities, until the end of the offer period. Resolution no Delegation of authority to the Board of Directors to issue common shares and/or securities conferring access to common shares of the Company, immediately or in the future, with cancellation of the preferential subscription right of the shareholders, in connection with a private placement as contemplated in II of Article L of the Monetary and Financial Code conditions for extraordinary meetings of shareholders, having read the report of the Board of Directors and the special report of the Statutory Auditors, having acknowledged that the share capital has been fully paid-up, and deciding in accordance with the applicable provisions of the law, particularly the provisions of Articles L , L , L , L and L of the Commercial Code and of Article L of the Monetary and Financial Code: 1 Terminates the unused portion of the delegation granted by the General Shareholders Meeting of 7 November 2013 pursuant to its 14 th resolution, with immediate effect; 2 Delegates its authority to the Board of Directors, with the power to sub-delegate such authority in accordance with the provisions of the laws and regulations, to decide to issue common shares of the Company and/or securities conferring access by any means, immediately and/or in the future, at any time or on a given date, to to-be-issued common shares of the Company by means of a private placement as contemplated in II of Article L of the Monetary and Financial Code, on one or more occasions and at such times as it shall determine and in such proportions as it shall deem fit, in France and/or abroad, with cancellation of the shareholders preferential subscription right, to be subscribed to in cash, or by capitalization of receivables; the shares to be issued shall confer the same rights as the existing shares, subject to their dividend entitlement date; 3 Decides that issues of preferred shares and securities conferring access to preferred shares are expressly excluded from the scope of this delegation; 4 Decides that the nominal amount of the share capital increases resulting from issues carried out pursuant to this delegation, immediately or in the future, may not exceed a maximum nominal amount of 22 million Euros, and shall be deducted from the Sub-maximum Amount of Share Capital Increases with Cancellation of the Preferential Subscription Right and from the Overall Maximum Share Capital Increase Amount. It is specified that such amounts shall be supplemented, as the case may be, by the nominal amount of the additional shares to be issued in order to maintain the rights of the holders or securities or other rights conferring access to the share capital, in accordance with the provisions of the applicable laws and regulations and, as the case may be, any contractual provisions providing for other cases of adjustment;

16 5 Decides that the securities conferring access to the share capital of the Company issued pursuant to this resolution may, inter alia, consist in share warrants or debt securities or be attached to issues of warrants or debts securities, or permit the issue of the same as interim securities; they may take the form of subordinated or unsubordinated securities with a fixed or indefinite term, and may be issued in Euros, or in currencies or monetary units established by reference to several currencies; the nominal amount of any debt securities issued pursuant to this delegation may not exceed a maximum nominal amount of one (1) billion Euros or their equivalent value in Euros on their issue decision date, and shall be deducted from the Overall Maximum Debt Securities Issue Amount; it is independent of the amount of debt securities issues decided or authorized by the Board of Directors in accordance with Articles L , L last paragraph and L last paragraph of the Commercial Code or in accordance with the terms of Article L A of the Commercial Code. 6 Decides to cancel the shareholders preferential right to subscribe to the common shares of the Company and to the securities conferring access to the share capital of the Company issued pursuant to this resolution, and to offer such securities as part of a private placement as contemplated in II of Article L of the Monetary and Financial Code, subject to the terms and maximum statutory limits provided by the laws and regulations; 7 Decides that if the subscriptions do not take up the full amount of an issue of common shares of the Company or of securities conferring access to the share capital of the Company, the Board of Directors may elect to use one or more of the following options, in any order it deems appropriate: limit the amount of the issue to the number of subscriptions, provided that the same amounts to at least three quarters of the issue decided, freely allocate all or a part of the unsubscribed securities; 8 Acknowledges that this delegation shall automatically act as a waiver by the shareholders of the Company of their preferential right to subscribe to the common shares conferred by virtue of any securities issued on the basis of this delegation; 9 Decides that: the price of the common shares of the Company shall be at least equal to the minimum amount provided under the laws and regulations in force at the time of implementation of this delegation, as adjusted, as the case may be, to take account of the difference in dividend entitlement date, the price of the securities conferring access to the share capital of the Company shall be such that the amount received immediately plus, as the case may be, any amount subsequently received, is at least equal, for each common share of the Company issued as a result of the issue of such securities, to the minimum price defined in the preceding paragraph, as adjusted, as the case may be, to take account of the difference in dividend entitlement date; 10 Acknowledges that the issue(s) authorized by this resolution may be decided simultaneously with one or more issue(s) decided pursuant to resolution no. 17; 11 Grants full powers to the Board of Directors, with the power to sub-delegate such powers in accordance with the provisions of the laws and regulations, to implement this delegation and in particular: to determine the amounts, dates and terms of the issues as well as the form and features of the securities to be created, to determine the price and terms of issue, the terms of access to the share capital of the Company (in particular, the Board of Directors may decide to issue securities conferring

17 access to existing and/or newly-issued shares of the Company), to set the amounts to be issued in Euros, in foreign currencies or in account units determined by reference to several currencies, as the case may be, in accordance with applicable laws, in the event of an issue of debt securities, to decide whether such securities shall be subordinated or unsubordinated, to determine their interest rates (fixed and/or variable or with capitalization), the issue currency, their term, the redemption price (fixed or variable, with or without premium), the terms and conditions of redemption of the securities depending on market conditions and the terms and conditions under which such securities shall confer access to Company shares, it being specified that such securities may in addition be repurchased on the market or be the subject of a purchase or exchange offer by the Company, to determine the dividend entitlement date of the securities to be issued, with or without retroactive effect, and, as the case may be, the buy-back terms of the securities, to suspend, as the case may be, the exercise of the share allotment rights attached to the existing securities, for a period not to exceed three months, to determine the terms for the protection, as the case may be, of the rights of the holders or securities or other rights conferring access to the share capital, in accordance with the provisions of the laws and regulations and, as the case may be, any contractual provisions providing for other cases of adjustment; as the case may be, to charge any and all expenses against the relevant premiums, particularly the expenses associated with the completion of the issues; to take all measures required for the completion of the issues and, as the case may be, to suspend any issues, to enter into any agreements and, in general, to take all necessary steps to ensure the proper completion of the proposed issues, to acknowledge the share capital increase(s) resulting from any issue carried out pursuant to this delegation and to amend the articles of association accordingly; 12 Acknowledges that the Board of Directors, in the event that it should make use of this delegation, shall report on the transactions completed pursuant to such delegation to the next Ordinary Meeting of Shareholders, in accordance with applicable laws and regulations; 13 Decides that this delegation is granted to the Board of Directors for a period of twenty-six (26) months as from the date of this General Shareholders Meeting. 14 Decides that the Board of Directors may not, without the prior authorization of the General Shareholders Meeting, use this delegation of authority following the filing by a third party of a proposed public takeover offer for the Company s securities, until the end of the offer period. Resolution no Authorization given to the Board of Directors, in the event of an issue without preferential subscription rights, to set the issue price in accordance with the terms determined by the General Shareholders Meeting, up to 10% of the share capital per year conditions for extraordinary meetings of shareholders, having read the report of the Board of Directors and the special report of the Statutory Auditors and deciding in accordance with the provisions of Article L of the Commercial Code: 1 Authorizes the Board of Directors, up to a maximum amount of 10% of the share capital of the Company (as it stands on the date of this General Shareholders Meeting) over a period of twelve (12) months, (i) in the event of an issue of common shares and/or securities conferring

18 access by any means, immediately and/or in the future, to newly-issued common shares of the Company without preferential subscription rights, in accordance with the terms provided under resolutions nos. 17 and 18, or, (ii) in the event of an issue of common shares without preferential subscription right of the shareholders further to the issue by the Company s subsidiaries of securities conferring access, by any means, immediately and/or in the future, to common shares of the Company in accordance with the terms provided under resolution no. 23, to depart from the price fixing conditions and to fix the issue price at an amount which shall be at least equal, at the Board of Directors option, (a) to the average price weighted by the trade volume of the share during the trading day preceding the setting of the issue price or (b) the average price weighted by the trade volume of the share during the trading day at the time the issue price is set, in both cases reduced, as the case may be, by a maximum discount of 5%. It is specified that the aforementioned maximum amount of 10 % of the share capital over a period of twelve (12) months applies to all issues implemented pursuant to resolutions no. 17, 18 and 23 submitted to this General Shareholders Meeting. In respect of deferred issues of equity securities, the issue price shall be such that the amount immediately received by the Company, plus, as the case may be, the amount subsequently received by the Company, is at least equal, for each share, to the aforementioned amounts. 2 Acknowledges that the Board of Directors, in the event that it should make use of this authorization, shall report on the transactions completed pursuant to such authorization to the next Ordinary Meeting of Shareholders, in accordance with applicable laws and regulations; 3 Decides that this authorization is granted to the Board of Directors for a maximum period of twenty-six (26) months as from the date of this General Shareholders Meeting; 4 Decides that the Board of Directors may not, without the prior authorization of the General Shareholders Meeting, use this authorization following the filing by a third party of a proposed public takeover offer for the Company s securities, until the end of the offer period. Resolution no. 20 Authorization given to the Board of Directors to increase the number of securities to be issued in the event of a share capital increase with or without preferential subscription rights, decided pursuant to resolutions nos. 16 to 18 conditions for extraordinary meetings of shareholders, having read the report of the Board of Directors and the special report of the Statutory Auditors, having acknowledged that the share capital has been fully paid-up, and deciding in accordance with the applicable provisions of the law, particularly the provisions of Articles L and R of the Commercial Code: 1 Terminates the authorization granted by the General Shareholders Meeting of 7 November 2013 pursuant to its 16 th resolution, with immediate effect; 2 Authorizes the Board of Directors to decide, within a period of thirty (30) days as from the close of the subscription period of the initial issue, for each of the issues decided pursuant to resolutions no. 16 to 18 of this General Shareholders Meeting, to increase the number of securities to be issued, up to 15% of the initial issue, subject to the maximum amount provided in the resolution pursuant to which the issue was decided and at the same price as the initial issue price; 3 Authorizes the Board of Directors to sub-delegate such powers in accordance with the provisions of the law and subject to the limitations determined by the Board of Directors;

19 4 Acknowledges that the Board of Directors, in the event that it should make use of this authorization, shall report on the transactions completed pursuant to such authorization to the next Ordinary Meeting of Shareholders, in accordance with applicable laws and regulations; 5 Decides that this authorization is granted to the Board of Directors for a period of twenty-six (26) months as from the date of this General Shareholders Meeting; 6 Decides that the Board of Directors may not, without the prior authorization of the General Shareholders Meeting, use this authorization following the filing by a third party of a proposed public takeover offer for the Company s securities, until the end of the offer period. Resolution no. 21 Delegation of authority to the Board of Directors to issue common shares and/or securities conferring access to common shares of the Company, immediately or in the future, with cancellation of the preferential subscription right of the shareholders in the event of an exchange offer initiated by the Company conditions for extraordinary meetings of shareholders, having read the report of the Board of Directors and the special report of the Statutory Auditors and deciding in accordance with the applicable provisions of the law and in particular the provisions of Articles L to L , L and L et seq. of the Commercial Code: 1 Terminates the unused portion of the delegation granted by the General Shareholders Meeting of 7 November 2013 pursuant to its 17 th resolution, with immediate effect; 2 Delegates its authority to the Board of Directors, with the power to sub-delegate such authority in accordance with the provisions of the laws and regulations, to decide to issue common shares of the Company and/or securities conferring access by any means, immediately or in the future, to common shares of the Company, as consideration for the securities tendered in connection with an exchange offer initiated by the Company in France and/or abroad, in accordance with the local rules, for the securities of a company whose shares are listed on a regulated market of an EEA or OECD Member State; 3 Decides, to the extent necessary, to cancel the preferential right of the shareholders to subscribe to such common shares and/or newly-issued securities, in favour of the holders of such securities; 4 Acknowledges that this delegation shall automatically act as a waiver by the shareholders of their preferential right to subscribe to the common shares conferred by virtue of any securities issued on the basis of this delegation; 5 Decides that the maximum nominal amount of the share capital increases carried out pursuant to this delegation, immediately and/or in the future, may not exceed a maximum nominal amount of 22 million Euros and shall be deducted from the Sub-maximum Amount of Share Capital Increases with Cancellation of the Preferential Subscription Right and from the Overall Maximum Share Capital Increase Amount. It is specified that such maximum amounts shall be supplemented, as the case may be, by the nominal amount of the additional shares to be issued in order to maintain the rights of the holders or securities or other rights conferring access to the share capital, in accordance with the provisions of the applicable laws and regulations and, as the case may be, any contractual provisions providing for other cases of adjustment; 6 Decides that the securities conferring access to the share capital of the Company issued pursuant to this resolution may, inter alia, consist in share warrants or debt securities or be attached to issues of warrants or debt securities, or permit the issue of the same as interim securities; they may take the form of subordinated or unsubordinated securities with a fixed or indefinite term, and may be issued in Euros, or in currencies or monetary units established by

20 reference to several currencies; the nominal amount of any debt securities issued pursuant to this delegation may not exceed a maximum nominal amount of one (1) billion Euros or their equivalent value in Euros on their issue decision date, and shall be deducted from the Overall Maximum Debt Securities Issue Amount; it is independent of the amount of debt securities issues decided or authorized by the Board of Directors in accordance with Articles L , L last paragraph and L last paragraph of the Commercial Code or in accordance with the terms of Article L A of the Commercial Code; 7 Grants the Board of Directors full powers, with the right to sub-delegate such powers in accordance with the provisions of the laws and regulations, to implement this delegation and in particular: to determine the exchange ratio and, as the case may be, the amount of the cash adjustment to be paid, to acknowledge the number of securities tendered for exchange, to determine the dates, issue terms, including the price and dividend entitlement date, which may be retroactive, of the new common shares and, as the case may be, of the securities conferring access to common shares of the Company, immediately and/or in the future, to suspend, as the case may be, the exercise of the rights attached to such securities for a period of up to three (3) months, in accordance with the provisions of the laws and regulations, to take all measures in order to protect the rights of the holders of securities or other rights conferring access to the share capital, in accordance with the applicable provisions of the laws and regulations, and with any contractual provisions providing for other cases of adjustment; to record the difference between the issue price of the new common shares and their nominal value in a Contribution Premium account in the balance sheet, to which all of the shareholders shall be entitled; to charge any expenses and duties associated with the authorized transaction to such Contribution Premium account; to take all useful steps and enter into any agreements in order to ensure the proper completion of the authorized transaction, to acknowledge the resulting share capital increase(s) and to amend the articles of association accordingly; 8 Acknowledges that the Board of Directors, in the event that it should make use of this delegation, shall report on the transactions completed pursuant to such delegation to the next Ordinary Meeting of Shareholders, in accordance with applicable laws and regulations; 9 Decides that this delegation is granted to the Board of Directors for a period of twenty-six (26) months as from the date of this General Shareholders Meeting; 10 Decides that the Board of Directors may not, without the prior authorization of the General Shareholders Meeting, use this delegation of authority following the filing by a third party of a proposed public takeover offer for the Company s securities, until the end of the offer period. Resolution no. 22 Delegation of power to the Board of Directors to increase the share capital through the issue of common shares and/or securities conferring access to common shares of the Company, immediately or in the future, with cancellation of the preferential subscription right of the shareholders as consideration for contributions in kind, up to 10% of the share capital of the Company, not including the case of an exchange offer initiated by the Company

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